Case 3:18-cv-00534-L Document 1 Filed 03/07/18 Page 1 of ...Case 3:18-cv-00534-L Document 1 Filed...

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

SECURITIES AND EXCHANGE §COMMISSION, §

§Plaintiff, §

§v. §

§AMERICRUDE, INC., SHEZAD AKBAR §a/k/a TONY ACKERMAN, and DANIEL §WAITE, §

§Defendants. §

COMPLAINT

Case No.

Plaintiff Securities and Exchange Commission (the "Commission") files this Complaint

against Defendants Americrude, Inc. ("Americrude"), Shezad Akbar a/k/a Tony Ackerman

("Akbar"), and Daniel Waite ("Waite") (collectively "Defendants"), and alleges as follows:

I.

SUMMARY

1. From March 2015 through at least November 2016, Akbar used Americrude, a

company he wholly owned and controlled, to defraud at least 17 investors out of at least

$950,000 in connection with various securities offerings conducted for the purported purpose of

acquiring interests in oil-and-gas prospects. Americrude, Akbar, and Waite generally solicited

investors from multiple states and lured them to invest in the fraudulent Americrude enterprise

using a combination of high-pressure and deceptive sales pitches and false and misleading

offering materials.

2. Americrude's salespeople cold-called investors across the country to pitch

Americrude's various offerings. Akbar trained the sales staff and created the content for the

Case 3:18-cv-00534-L Document 1 Filed 03/07/18 of 17 PageID 1

sales pitches, while Waite personally made sales calls and monitored the sales staff. During

these calls, Americrude's salespeople and Waite made false and misleading statements about: (i)

Americrude's purported track record, (ii) how Americrude would use investor funds, (iii) the

measures Americrude had in place to protect investors' principal investments, and (iv) the

identity ofAmericrude's management.

3. Additionally, Americrude and Akbar drafted and used fraudulent offering

materials that included project brochures and—on at least one occasion—a private placement

memorandum ("PPM"). The offering materials contained materially false and misleading

representations and omitted to disclose material facts about: (i) the potential oil reserves for the

oil-and-gas prospects included in Americrude's projects; (ii) the number of wells Americrude

had previously drilled; (iii) Americrude's track record of success in the oil-and-gas industry; and

(iv) the use ofoffering proceeds by Americrude.

4. As part of their enterprise, Akbar and Americrude enlisted Waite to serve as

Americrude's nominal President to, in part, help conceal Akbar's involvement in the company

and his prior felony convictions for theft and drug possession. Akbar also misrepresented his

identity in telephonic sales pitches and Americrude's written offering materials, always referring

to himself as "Tony Ackerman," a fictitious name he used.

5. In addition to his role in disseminating false and misleading representations about

Americrude, Waite solicited investors despite being neither registered as a broker-dealer nor

associated with a registered broker-dealer. In exchange for his services, Waite received at least

$32,049.52 in commissions tied to his sales of securities to investors.

6. By reason of these activities and the conduct described in more detail below,

Defendants Americrude, Akbar, and Waite have violated and, unless enjoined, will continue to

SEC v. Americrude, Inc., et ahCOMPLAINT

Case 3:18-cv-00534-L Document 1 Filed 03/07/18 Page 2 of 17 PageID 2

violate the registration and antifraud provisions of the federal securities laws, specifically

Sections 5(a), 5(c), and 17(a)(2) of the Securities Act of 1933 ("Securities Act") and Section

10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5(b) thereunder.

Similarly, Defendant Waite has violated and, unless enjoined, will continue to violate the broker

registration requirements of the federal securities laws, specifically Section 15(a) of the

Exchange Act.

7. In the interest of protecting the public from any further fraudulent activity and

harm, the Commission brings this action against the Defendants seeking permanent injunctive

relief, disgorgement of ill-gotten gains resulting from Defendants' violations of the federal

securities law, accrued prejudgment interest on those ill-gotten gains, and civil monetary

penalties.

II.

JURISDICTION AND VENUE

8. Defendants offered and sold securities in the forms of purported general and

limited partnership units in limited partnerships ("LP units") to investors and prospective

investors. The LP units are investment contracts and, therefore, securities under Section 2(a)(1)

of the Securities Act [15 U.S.C. §77b] and Section 3(a)(10) of the Exchange Act [15 U.S.C.

§78c]. As such, the Court has jurisdiction over this action pursuant to Section 20(b) of the

Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15

U.S.C. §§ 78u(d), 78u(e), and 78(aa)].

9. Venue is proper because a substantial part of the events and omissions giving rise

to the claims occurred within the Northern District of Texas, Dallas Division. Americrude

SEC v. Americrude, Inc., et al.COMPLAINT


maintained its headquarters and principal place of business in Dallas, Texas. Akbar and Waite

solicited investors from Americrude's headquarters.

III.

DEFENDANTS

10. Americrude, Inc. is a Montana corporation headquartered in Dallas, Texas.

Neither Americrude nor its securities are registered with the Commission. In March 2015, Akbar

bought Energy Spear, Inc. ("Energy Spear"), a shell company incorporated in Montana in

October 2007. Following this purchase, Akbar changed Energy Spear's name to Americrude and

established its headquarters in Dallas, Texas. From the time Akbar purchased Americrude, he

used it to conduct oil-and-gas related securities offerings.

11. Shezad Akbar a/k/a Tony Ackerman, age 30, resides in Carrollton, Texas.

Akbar wholly owns Americrude and is the company's Chief Executive Officer, sole Director,

and control person. In August 2013, Akbar was convicted of theft and possession of a controlled

substance in Denton County. As a result of these convictions, Akbar was sentenced to a nine-

month prison sentence.

12. Daniel Waite, age 30, resides in Garland, Texas. Waite served as Americrude's

nominal President from March 2015 through November 2015.

IV.

STATEMENT OF FACTS

A. Americrude's Business Operations and Sales Process

13. Americrude raised capital from investors through the sale of units in purported

limited and general partnerships. Akbar established entities that he called limited partnerships

through which Americrude offered investors the opportunity to acquire interests in various oil-



and-gas prospects. Americrude represented to its investors that the company and investors in the

limited partnerships would proportionately share in the production revenue generated by these

oil-and-gas prospects.

14. Americrude conducted at least the following seven offerings (collectively the

"Americrude Offerings") from March 2015 through November 2016:

Empire Project LA, LP;

Partners #2 Completion Program;

Lonestar L.B., LP (the "Lonestar Project");

Wichita Collateralized Production Acquisition Project;

Longhorn Offset Completion Project (the "Longhorn Project");

Nowata Acquisition Project (the "Nowata Project"); and

Abilene Acquisition Project.

15. To market and sell its offerings, Americrude maintained a boiler room of sales

employees, who used purchased lead lists to cold-call hundreds of individuals across the country

every day to gauge and stoke interest in the offerings. Akbar gave Americrude's sales staff

details about the offerings, which they used in phone calls to solicit investors. Waite, as

Americrude's titular President, personally made sales calls and monitored the rest of

Americrude's sales staff to ensure they were conveying the information about Americrude's

securities offerings that was provided to them by Akbar.

16. When prospective investors expressed interest in an Americrude project,

Americrude sent them written offering materials, which generally included at least a project

brochure and a subscription agreement ("Offering Materials"). These Offering Materials were

drafted, edited, reviewed, and approved by Akbar. Waite, or one of the salespeople he

monitored, scheduled a closing call with prospective investors.



17. Although Americrude employed a sales staff, Akbar was Americrude's only

closer. As detailed below, during closing calls, Akbar further misled investors by lying about

Americrude's prior performance and track record, the potential reserves associated with

Americrude's purported prospects, the expected production on the various prospects and, by

virtue of that production, the expected returns investors would earn by investing with

Americrude.

18. Throughout his contact with potential investors, Akbar never disclosed his real

name. Rather, he referred to himself as "Tony Ackerman" or "Tony," giving investors no way to

know his true identity or discover his prior felony convictions. Even though Akbar, as

Americrude's control person, exercised exclusive authority and control over Americrude's

finances, bank accounts, and bookkeeping functions, Americrude did not disclose to investors

Akbar's control over, and involvement with, the company.

B. Americrude's Offering Materials Made Material Misrepresentations and OmittedMaterial Facts to Investors

19. The Offering Materials that Americrude circulated to investors contained

numerous misrepresentations and omissions of material fact about: (i) the potential oil reserves

for the oil-and-gas prospects included in Americrude's projects; (ii) the number of wells

Americrude had previously drilled; (iii) Americrude's track record of success in the oil-and-gas

industry; (iv) the use of offering proceeds by Americrude; and (v) Akbar's identity. At the time

Akbar and Americrude disseminated the offering materials to investors, they knew or were

reckless in not knowing the falsity of these representations.

20. For example, the brochures for the Lonestar and Longhorn Projects both stated

that the potential reserves for the Texas prospect in these projects were 900,000 barrels of oil

("BO") and 33 billion cubic feet of gas ("BCGF"). This representation was false, as the



geological analysis provided to Americrude for the Texas prospect projected potential reserves

more than 50% lower than the figures in the brochures (421,000 BO and 15.69 BCGF).

21. The brochure for the Nowata Project stated: (1) Americrude had drilled over 515

wells in Oklahoma; (2) Americrude had a 98.7% success rate in Oklahoma; (3) Americrude was

the number one operator in Nowata; and (4) Americrude was a top 10 operator in Oklahoma for

production and active wells. All of these representations were false. Americrude had never: (1)

drilled any wells, (2) conducted any oil-and-gas operations in Oklahoma, and (3) been an

operator on any wells.

22. The PPM for the Lonestar Project also perpetuated the lie about Akbar's "Tony

Ackerman" fictitious persona. The PPM discussed how "Ackerman" had been successful in the

real estate mortgage industry, owned his own successful real estate firm, worked his way up to

the position of Vice President with another oil-and-gas company, and had vast knowledge and

experience that spans several areas of the oil-and-gas industry. The PPM, however, fails to

disclose Akbar's true identity and criminal history.

23. Americrude also incentivized numerous investors by executing assurance

agreements that seemingly guaranteed their investments. Pursuant to these agreements,

Americrude promised to pay back the investors a certain percentage of their investment capital

every six months until the investors recouped their initial investment. For investors who

received this assurance, Americrude purported to guarantee all of their investment by agreeing to

make these payments regardless of whether the oil-and-gas wells were completed or produced

any revenue. Waite, pursuant to Akbar's instructions, signed these assurances as President of

Americrude.



C. Akbar Makes Misrepresentations and Omits Material Facts To Investors

24. Akbar made multiple material misrepresentations and omissions in his closing

calls and email communications with potential investors in the Americrude Offerings. For

example, in recorded telephone calls between Americrude and investors from April 2015 through

at least September 2015, Akbar lied about the company's track record, falsely claiming the

company was ranked as the 87th top operator in the entire world and that the company had a

success rate of 85%, hitting on eight or nine of every ten wells it drilled. In reality, the company

had acquired small interests in only two wells and had never drilled any wells.

25. Furthermore, in recorded telephone calls between Americrude and investors from

April 2015 through at least September 2015, Akbar also lied to investors about the company's

track record in producing investment returns, claiming that Americrude had paid out $421

million in revenue to investors alone in the last seven years. Akbar also claimed that the

company's previous "partners" made their money back in seven months. This was a lie, as

Americrude had not paid out any money to investors at the time Akbar made these claims.

26. In recorded telephone calls between Americrude and investors from April 2015

through at least September 2015, Akbar also lied about prior programs and the company's

inventory, claiming Americrude previously had a 20-well "package" in Kentucky where

investors made their money back in six months and doubled their money multiple times. Akbar

also told investors that the company had over 100 wells. Given Americrude's actual prospect

ownership and the lack of any returns associated with its prospect ownership, these

representations were false.

27. Furthermore, in recorded telephone calls between Americrude and investors from

April 2015 through at least September 2015, Akbar also lied about the purported reserves on

SEC v. Americrude, Inc., et al.COMPLAINT Page!

Case 3:18-cv-00534-L Document 1 Filed 03/07/18 of 17 PageID 8

Americrude's prospects, claiming there were: (a) over 900 million barrels of oil in reserves

worth $45 million, and (b) 33 billion cubic feet of gas worth $82.5 million. Based on

information in the possession of Americrude and Akbar at the time of these statements, these

representations were false and misleading.

28. Akbar made other misrepresentations and omissions in emails with potential

investors. In a June 3, 2015 email, Akbar told one potential investor that the Lonestar Project

would have three wells in Texas, three wells in Louisiana, and that Americrude had 100%

success on its leases for the Lonestar Project. In an October 31, 2016 email, Akbar told another

potential investor that Americrude drilled 43 wells on one of its projects and hit oil on all 43.

These representations were false, as the Texas portion of the Lonestar Project was not originally

intended to be a three-well project and Americrude had never drilled or hit on any wells.

29. Akbar knew, or was severely reckless in not knowing, the falsity of the

representations and omissions he made about his identity, the true nature of the Americrude

Offerings, Americrude's track record of success, Americrude's prior investment returns,

potential oil reserves for the Americrude Offerings, and Americrude's ownership interests in oil-

and-gas wells.

D. Waite Makes Misrepresentations To Investors

30. Waite also made several material misrepresentations in his communications with

investors. In recorded telephone calls between Americrude and investors from June 2015

through at least October 2015, Waite told potential investors the same lies about Americrude

having paid $421 million to its investors, being the 87th top oil-and-gas operator in the world,

and having a 20-well "package" in Kentucky. Waite also claimed that Americrude had drilled 98

wells and that the company was "100 percent accurate" in hitting on its wells.



31. All of these representations were false. At the time of Waite's calls, Americrude

had not paid out any money to investors, had not drilled or operated any oil-and-gas wells, had

not hit on any wells, and had no oil-and-gas projects in Kentucky.

32. Waite, as Americrude's President, knew, or was severely reckless in not knowing,

the falsity of these representations.

E. Misuse of Offering Proceeds

33. Americrude, Akbar, and Waite represented to investors that investor funds would

be used to purchase a specified number of wells in specific states. For example, in the Lonestar

Project, Americrude represented in the Offering Materials, and Akbar and Waite represented in

telephone calls, that investor funds would be used to purchase interests in six wells: three in

Texas and three in Louisiana. Similarly, Americrude's Offering Materials and Akbar's emails to

multiple potential investors between December 2015 and January 2016 represented to investors

that funds raised for the Nowata Project would be used to purchase interests in 95 different wells

in Oklahoma. Across the seven offerings, Americrude represented it would acquire interests in

at least 101 wells across three states.

34. However, even though Americrude received more than $950,000 from investors

to acquire these interests, Americrude spent only 40% of that amount to purchase interests in two

prospects—a prospect in Texas for the Lonestar Project and a prospect in Texas for the Partners

2 Project.

35. Rather than spending the funds as represented, Americrude and Akbar misused

and misappropriated the investors' funds. As the controller of the company's bank accounts,

Akbar comingled the funds from the various offerings. Company bank records show at least

$196,000 in payments at retail stores, restaurants, night clubs, and to lease cars.



36. By comparison, investors in the Americrude Offerings collectively received back

less than $2,500 in oil-and-gas production revenue, which was less than 0.26% of their

investments with Americrude.

F. The Offerings of Partnership Units in the Americrude Offerings Were NotRegistered With the Commission or Exempt From Registration.

37. Section 5 of the Securities Act prohibits offers, directly or indirectly, to sell a

security unless a registration statement for that security has been filed with the Commission. A

registration statement is transaction-specific. Each sale of a security must either be made

pursuant to a registration statement or fall under a registration exemption.

38. The partnership units Americrude sold in the Americrude Offerings were

investment contracts, which are securities under Section 2(a)(1) of the Securities Act and Section

3(a)(10) of the Exchange Act.

39. Investors in the Lonestar Project executed a partnership agreement that effectively

stripped them of all partnership powers. The agreement named Americrude as the Managing

General Partner of the partnership and stated that: (i) Americrude had the exclusive authority to

manage the partnership's business; (ii) Americrude had full and exclusive power and authority to

do all things deemed necessary or desirable by Americrude to conduct the business of the

partnership; and (3) no partner, including general partners, could take part in the management of

the partnership or transact any business of the partnership.

40. Additionally, Americrude marketed its partnership interests for all of the

Americrude Offerings through unsolicited cold calls to thousands of potential investors whose

contact information they obtained from lead lists. Americrude did not limit its sale of interests to

investors with experience in, or knowledge of, the oil-and-gas industry; in fact, several investors

lacked prior experience investing in oil and gas projects.



41. Further, because of the way Americrude structured the Americrude Offerings,

investors had no power to manage the affairs of the projects. Investors in the Americrude

Offerings lackedaccess to each other and wereunable to exercise their limited power to replace

Americrude as the Managing General Partner of the partnerships. Likewise, some investors in

the Americrude Offerings never received any partnership agreements, were unaware of any

powers and rights that they may have had (including any voting rights), and, because they had no

access to other investors, lacked any mechanism to exercise any powers they may have had.

42. Americrude also comingled the funds from all of the Americrude Offerings into

bank accounts owned and controlled by Americrude and Akbar. Accordingly, if the investors

voted to remove Americrude, they would have had no control over the partnerships' cash assets.

43. At the time of the offers and sales of the partnership units in the Americrude

Offerings, there were no registration statements filed with the Commission and in effect.

Further, no registration exemption applied to the offering of partnership units in the Americrude

Offerings.

44. From at least May 2015 through November 2017, Defendants raised at least

$950,000 from at least 17 investors across eight states through the sale of partnership units in the

Americrude Offerings.

45. Defendants offered and sold partnership units in the Americrude Offerings using

the means or instruments of interstate commerce, including but not limited to telephones, the

Internet, commercial couriers, wires, and the mails.



G. Waite Acted As an Unregistered Broker.

46. Section 15(a)(1) of the Exchange Act prohibits a broker or dealer from using

jurisdictional means such as the telephone or mails to effect transactions in securities unless the

broker or dealer is registered with the Commission. Section 3(a)(4) of the Exchange Act defines

a "broker" as any person who is engaged in the business of effecting transactions in securities for

the account of others.

47. Waite actively solicited investors over the phone to purchase partnership units in

the Americrude Offerings, thereby affecting purchases and sales of securities for the accounts of

the others.

48. During the relevant period, Waite offered and sold partnership units in the

Americrude Offerings while not registered as a broker-dealer with the Commission or affiliated

with a broker-dealer registered with the Commission.

49. Further, Waite supervised and monitored Americrude's sales staff and received

transaction-based compensation in the form of sales commissions based upon a percentage of the

amount of investor funds raised.

V.

FIRST CLAIM FOR RELIEF

Offers and Sales of Unregistered SecuritiesViolations of Securities Act Sections 5(a) and 5(c)

[15 U.S.C. §§ 77e(a) and 77e(c)

[against all Defendants]

50. The Commission repeats and re-alleges Paragraphs 1 through 49 of this

Complaint, as if fully set forth herein.

51. By their conduct as alleged above, Defendants Americrude, Akbar, and Waite,

directly or indirectly, singly or in concert with others, (i) made use of means or instruments of



transportation or communication in interstate commerce or of the mails to sell, through the use or

medium of a prospectus or otherwise, securities as to which no registration statement was in

effect; (ii) for the purpose of sale or delivery after sale, carried or caused to be carried through

the mails or in interstate commerce, by any means or instruments of transportation, securities as

to which no registration statement was in effect; or (iii) may use of any means or instruments of

transportation or communication in interstate commerce or of the mails to offer to sell or offer to

buy, through the use or medium of a prospectus or otherwise, securities as to which no

registration statement had been filed.

52. No valid registration statement was filed or was in effect with the Commission in

connection with Defendants' offer or sale of securities.

53. There were no applicable exemptions from registration, and Defendants

Americrude, Akbar, and Waite therefore violated, and unless enjoined will continue to violate,

Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].

SECOND CLAIM FOR RELIEF

Violations of the Antifraud Provisions of the Securities Act

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)]



Complaint, as if fully set forth herein.

55. By engaging in the foregoing misconduct, Defendants Americrude, Akbar, and

Waite, directly or indirectly, singly or in concert, in the offer or sale of securities, by use of the

means or instrumentalities of interstate commerce or of the mails, and at least negligently,

obtained money or property by means of untrue statements of material fact or omitted to state



material facts necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading.

56. Defendants acted at least negligently in their actions regarding the representations

and omissions alleged herein.

57. By engaging in this conduct, Defendants Americrude, Akbar, and Waite violated,

and unless enjoined will continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §

77q(a)].

THIRD CLAIM FOR RELIEF

Violations of Antifraud Provisions of the Exchange ActSection 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5]



Complaint, as if folly set forth herein.

59. By engaging in the foregoing misconduct, Defendants Americrude, Akbar, and

Waite, in connection with the purchase or sale of securities, by use of means or instrumentalities

of interstate commerce or of the mails, or of any facility of any national securities exchange,

directly or indirectly made untrue statements of material facts and omitted to state material facts

necessary in order to make the statements made, in light of the circumstances under which they

were made, not misleading.

60. Defendants Americrude, Akbar, and Waite made the above-referenced

misrepresentations and omissions knowingly or with severe recklessness.

61. By reason of the foregoing, Defendants Americrude, Akbar, and Waite violated,

and unless enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. §

78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5].



FOURTH CLAIM FOR RELIEF

Violation of Broker-Dealer Registration Provisions of the Exchange ActSection 15(a) [15 U.S.C. § 78o(a)]

[against Defendant Waite]


Complaint, as if folly set forth herein.

63. Defendant Waite, by use of the mails or any means or instrumentality of interstate

commerce, effected transactions in, or induced or attempted to induce the purchase or sale of,

securities without being registered with the Commission as a broker or dealer or as an associated

person of a registered broker or dealer.

64. By engaging in this conduct, Defendant Waite violated, and unless enjoined will

continue to violate, Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].

PRAYER FOR RELIEF

For these reasons, the Commission respectfully requests that this Court enter a final

judgment:

a. Permanently enjoining Americrude, Akbar, and Waite from violating Sections5(a), 5(c), and 17(a)(2) of the Securities Act and Section 10(b) of the ExchangeAct and Rule 10b-5(b) thereunder;

b. PermanentlyenjoiningWaite from violatingSection 15(a)of the ExchangeAct;

c. Permanently enjoining Americrude from directly or indirectly, including, but notlimited to, through any entity owned or controlled by it, participating in theissuance, purchase, offer, or sale of any securities;

d. Permanently enjoining Akbar from directly or indirectly, including, but notlimited to, through any entity owned or controlled by him, participating in theissuance, purchase, offer, or sale of any securities; provided, however, that suchinjunction shall not prevent Akbar from purchasing or selling securities listed on anational securities exchange for his own personal account;



e. Permanently enjoining Waite from directly or indirectly, including, but notlimited to, through any entity owned or controlled by him, participating in theissuance, purchase, offer, or sale of any oil-and-gas related securities; provided,however, that such injunction shall not prevent Waite from purchasing or sellingoil-and-gas related securities for his own personal account;

f. Ordering Americrude, Akbar, and Waite to disgorge ill-gotten funds and benefitsobtained, or to which they were not otherwise entitled, as a result of the violationsalleged herein, plus prejudgment interest thereon;

g. Ordering Americrude, Akbar, and Waite to pay civil penalties under Section 20(d)of the Securities Act [15 U.S.C. § 77t(d)] and Sections 21(d)(3) of the ExchangeAct [15 U.S.C. §78u(d)(3)];

h. Granting such additional relief as the Court deems just, appropriate, and equitable.

DATED: March 7, 2018


/

Respectfully submitted,

-' Matthew Guide

Illinois Bar No. 6272325

Christopher ReynoldsTexas Bar No. 24051247

SECURITIES AND EXCHANGE COMMISSION

Burnett Plaza, Suite 1900801 Cherry St., Unit #18Fort Worth, TX 76102-6882(817)978-1410(817) 978-4927 (fax)[email protected]

ATTORNEY FOR PLAINTIFF

SECURITIES AND EXCHANGE COMMISSION


JS 44 (Rev. 06/17) - TXND (Rev. 06/17) CIVIL COVER SHEET

TheJS44civil coversheet andthe information contained herein neither replace norsupplement the filing andservice of pleadings or otherpapers as required by law, except asprovided bylocal rules ofcourt. This form, approved bytheJudicial Conference of theUnited States inSeptember 1974, is required for theuseof theClerk ofCourt for thepurpose of initiating the civil docket sheet. (SEEINSTRUCTIONS ONNEXT PACEOF THIS FORM.)

I. (a) PLAINTIFFSU.S. SECURITIES AND EXCHANGE COMMISSION

DEFENDANTS

AMERICRUDE INC.. ETAL

(b) Countyof Residenceof First Listed Plaintiff County of Residence of

NOTE: IN LAND CONITHE TRACT OF

First Listed Defendant Dallas

(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

1EMNATION CASES. USE THE LOCATION OFLAND INVOLVED.

(c) Attorneys (Firm Name. Address, and Telephone Number)

Matthew J. Guide, U.S. Securities and Exchange Commission,

Attorneys (If Known)

801 Cherry Street Suite 1900. Fort Worth, Texas 76102, 817-978-1410

II

»

. BASIS OF JURISDICTION (Placean -X" inOne Box Only)

I U.S. Government O 3 Federal Question

Plaintiff (U.S. GovernmentNof a Parly)

III. CITIZENSHIP OF PRINCIPAL PARTIES (Placean "X" in One Boxfor Plaintiff(For Diversity Cases Only) and OneBoxfor Defendant)

PTF DEF PTF DEF

Citizenof This State 0 1 0 1 Incorporated or Principal Place D 4 0 4of Business In This State

3 2 U.S. Government O 4 DiversityDefendant (Indicate CitizenshipofParties in ItemIII)

Citizen of Another State O 2 O 2 Incorporated and Principal Place O 5 0 5of Business In Another State

Citizen or Subject of a O 3Foreign Country

O 3 Foreign Nation O 6 O 6

IV. NATURE OF SUIT (Placean "X" inOne Box Only) Click here for: Nature of Suit Code Descriptions.1 CONTRACT FORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

O 110 Insurance PERSONAL INJURY PERSONAL INJURY O 625 Drug Related Seizure O 422 Appeal 28 USC 158 O 375 False Claims ActO 120 Marine O 310 Airplane O 365 Persona! Injury - of Property 21 USC881 O 423 Withdrawal O 376 Qui Tarn (31 USCO 130 Miller Act O 315 Airplane Product Product Liability O 690 Other 28 USC 157 3729(a))O 140 Negotiable Instrument Liability

O 320 Assault. Libel &

Slander

O 367 Health Care/

Pharmaceutical

Personal Injury

D 400 State ReapportionmentO 150 Recovery of Overpayment PROPERTY RIGHTS O 410 Antitrust

& Enforcement of Judgment O 820 Copyrights O 430 Banks and BankingO 151 Medicare Act O 330 Federal Employers' Product Liability O 830 Patent O 450 CommerceO 152 Recovery of Defaulted Liability O 368 Asbestos Personal O 835 Patent - Abbreviated O 460 Deportation

Student Loans O 340 Marine Injury Product New Drug Application O 470 Racketeer Influenced and(Excludes Veterans) O 345 Marine Product

LiabilityO 350 Motor Vehicle

LiabilityPERSONAL PROPERTY

O 370 Other Fraud

O 840Frademark Corrupt OrganizationsO 153 Recovery of Overpayment LABOR SOCIAL SECURITY O 480 Consumer Credit

of Veteran's Benefits O 710 Fair Labor Standards D 861 HIA(1395ff) O 490 Cable/Sat TVO 160 Stockholders'Suits O 355 Motor Vehicle O 371 Truth in Lending Act O 862 Black Lung (923) 9( 850 Securities/Commodities/O 190 Other Contract Product Liability O 380 Other Personal O 720 Labor/Management O 863 DIWC/DIWW (405(g)) ExchangeO 195 Contract Product Liability O 360 Other Personal Property Damage Relations O 864 SSID Title XVI O 890 Other Statutory ActionsO 196 Franchise Injury O 385 Property Damage O 740 Railway Labor Act O 865 RSI (405(g)) O 891 Agricultural Acts

O 362 Personal Injury - Product Liability O 751 Family and Medical O 893 Environmental MattersMedical Malpractice Leave Act

O 790 Other Labor Litigation

O 791 Employee Retirement

O 895 Freedom of InfonnationREAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS FEDERAL TAX SUITS Act

O 210 Land Condemnation O 440 Other Civil Rights Habeas Corpus: O 870 Taxes (U.S. Plaintiff O 896 Arbitration

O 220 Foreclosure O 441 Voting O 463 Alien Detainee Income Security Act or Defendant) O 899 Administrative ProcedureO 230 Rent Lease & Ejectment O 442 Employment O 510 Motions to Vacate O 871 IRS—Third Parrv Act/Review or Appeal ofO 240 Torts to Land O 443 Housing/ Sentence 26 USC 7609 Agency DecisionO 245 Tort Product Liability Accommodations

O 445 Amer. w/Disabilities -

Employment

O 530 General

O 535 Death PenaltyOther:

O 950 Constitutionality ofO 290 All Other Real Property IMMIGRATION Slate Statutes

O 462 Naturalization ApplicationO 446 Amer. w/Disabilities - O 540 Mandamus & Other O 465 Other Immigration

Other O 550 Civil Rights Actions

O 448 Education O 555 Prison Condition

O 560 Civil Detainee -

Conditions of

Confinement

V. ORIGIN (Place an "X" inOne Box Only)]5J[ 1 Original O 2 Removed from

Proceeding State Court• 3 Remanded from

Appellate Court• 4 Reinstated or

Reopened• 5 Transferred from

Another District(specify)

a 6 MultidistrictLitigation -Transfer

O 8 MultidistrictLitigation -

Direct File

Cite the U.S. Civil Statute under which you are filing (Do not citejurisdictional statutes unless diversity):Sections 5(a). 5(c). and 17(a) Securities Act \\5 U.S.C. cfij 77e(a). 77c(c). and 77q(a)l: Sections 10(b) & 15(a)

VI. CAUSE OF ACTION Brief description of cause:Exchange Act [15 U.S.C.§§ 78j(b) & 78o(a)l and Rule 10b-5(b) thereunder 117 C.F.R. t; 240.10b-51

VII. REQUESTED IN O CHECK IFTHIS ISA CLASS ACTION DEMANDSCOMPLAINT: UNDER RULE 23, F.R.Cv.P.

VIII. RELATED CASE(S)IF ANY

DATE

v^/zcm?

(See instructions):

FOR OFFICE USE ONLY

RECEIPT # AMOUNT

JUDGE

SIGNATURE OJ^VFTORNEYrOFltECORD^1

APPLYING IFP

CHECK YES only if demanded in complaint:

JURY DEMAND: • Yes ONo

DOCKET NUMBER

MAG. JUDGE

Case 3:18-cv-00534-L Document 1-1 Filed 03/07/18 Page 1 of 2 PageID 18

JS 44 Reverse (Rev. 06/17) - TXND (Rev. 06/17)

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44

Authority For Civil Cover Sheet

The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers asrequiredby law. except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974. isrequired for the use of the Clerkof Court for the purposeof initiatingthe civil docketsheet. Consequently, a civil cover sheet is submittedto the ClerkofCourt for each civil complaint filed. The attorney filing a case should complete the form as follows:

I.(a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency,use only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency andthen the official, giving both name and title.

(b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides atdie time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In landcondemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.)

(c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment,noting in this section "(see attachment)".

II. Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an"X" in one of the boxes. If there is more than one basis ofjurisdiction, precedence is given in the order shown below.United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendmentto the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, die U.S. plaintiff or defendant code takesprecedence, and box 1 or 2 should be marked.Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, thecitizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversitycases.)

III. Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Markthis section for each principal party.

IV. Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suitcode that is most applicable. Click here for: Nature of Suit Code Descriptions.

V. Origin. Place an "X" in one of the seven boxes.Original Proceedings. (1) Cases which originate in the United States district courts.Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C. Section 1441.When the petition for removal is granted, check this box.Remanded fromAppellateCourt. (3) Check this box for cases remanded to the district court for further action. Use the date of remandas the filingdate.

Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers ormultidistrict litigation transfers.Multidistrict Litigation - Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C.Section 1407.

Multidistrict Litigation - Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket.PLEASE NOTE THAT THERE IS NOT AN ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due tochanges in statue.

VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not citejurisdictional statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service

VII. Requested in Complaint. Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

VIII. Related Cases. This section of the JS 44 is used to reference related pending cases, if any. If a related case exists, whether pending or closed,insert the docket numbers and the correspondingjudge names for such cases. A case is related to this filing if the case: 1) involves some or all of thesame parties and is based on the same or similar claim:2) involves the same property, transaction, or event; 3) involvessubstantially similar issuesoflaw and fact: and/or 4) involves the same estate in a bankruptcy appeal.

Date and Attorney Signature. Date and sign the civil cover sheet.

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